8-K: Current report filing
Published on September 22, 2023
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
KORN FERRY
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code:
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Trading symbol(s) |
Name of each exchange on which registered |
||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
At the 2023 Annual Meeting of Stockholders held on September 21, 2023 (the “2023 Annual Meeting”), stockholders of Korn Ferry (the “Company”) (i) elected the nine nominees named in the 2023 Annual Meeting proxy statement (the “Proxy Statement”) to serve as directors until the Company’s 2024 Annual Meeting of Stockholders and until their successors have been duly elected and qualified, subject to their earlier death, resignation or removal, (ii) approved a non-binding advisory resolution approving the Company’s executive compensation, (iii) recommended by non-binding advisory vote a ONE YEAR frequency for future advisory votes to approve the Company’s executive compensation, and (iv) ratified the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2024 fiscal year. To the extent applicable, set forth below are the number of votes cast for, against, or withheld, as well as the number of abstentions and broker non-votes, with respect to each such matter.
The final voting results are as follows:
| (1) | Election of the nine nominees named in the Proxy Statement to serve on the Board of Directors of the Company (the “Board”) until the 2024 Annual Meeting of Stockholders. |
| Nominee |
For |
Against |
Abstain |
Broker Non-Votes |
||||
| Doyle N. Beneby |
45,787,392 | 784,415 | 32,706 | 3,228,823 | ||||
| Laura M. Bishop |
46,046,063 | 526,767 | 31,683 | 3,228,823 | ||||
| Gary D. Burnison |
46,323,482 | 249,161 | 31,870 | 3,228,823 | ||||
| Matthew J. Espe |
46,439,094 | 132,589 | 32,830 | 3,228,823 | ||||
| Charles L. Harrington |
45,935,566 | 637,028 | 31,919 | 3,228,823 | ||||
| Jerry P. Leamon |
45,498,099 | 1,073,699 | 32,715 | 3,228,823 | ||||
| Angel R. Martinez |
46,264,270 | 308,069 | 32,174 | 3,228,823 | ||||
| Debra J. Perry |
43,947,732 | 2,625,078 | 31,703 | 3,228,823 | ||||
| Lori J. Robinson |
46,116,748 | 456,199 | 31,566 | 3,228,823 |
| (2) | Non-binding advisory resolution to approve the Company’s executive compensation. |
| For |
Against |
Abstain |
Broker Non-Votes |
|||
| 45,100,196 | 1,273,059 | 231,258 | 3,228,823 |
| (3) | Non-binding advisory vote on the frequency of future advisory votes to approve the Company’s executive compensation. |
| 1 Year |
2 Years |
3 Years |
Abstain |
Broker Non-Votes |
||||
| 43,114,984 | 1,283 | 3,455,929 | 32,317 | 3,228,823 |
The Board has considered the results of the advisory vote on the frequency of future advisory votes to approve the Company’s executive compensation and has determined that, until the next required vote on the frequency of future advisory votes to approve the Company’s executive compensation, the Board will hold advisory votes on the Company’s executive compensation on an annual basis, consistent with the Board’s recommendation to stockholders and the stockholder vote.
(4) Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s 2024 fiscal year.
| For |
Against |
Abstain |
Broker Non-Votes |
|||
| 48,697,818 | 1,118,737 | 16,781 | 0 |
| Item 8.01 | Other Events. |
On September 21, 2023, the Company issued a press release announcing the election of a new director at the 2023 Annual Meeting. A copy of the press release is attached hereto as Exhibit 99.1.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit 99.1 | Press Release, dated September 21, 2023. | |
| Exhibit 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL (included as Exhibit 101). | |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| KORN FERRY | ||||||
| (Registrant) | ||||||
| Date: September 22, 2023 | ||||||
| /s/ Jonathan Kuai |
||||||
| (Signature) | ||||||
| Name: Jonathan Kuai | ||||||
| Title: General Counsel, Managing Director of Business Affairs, and Corporate Secretary |
||||||